American Virtual Cloud Technologies, Inc. it entered into a material definitive agreement for private placement of a promissory note for gross proceeds of $5,000,000 on September 16, 2021. The transaction included participation from individual investor Daniel D. Phelan. Pursuant to the terms of the transaction, the note accrues interest at the rate of 12% per annum and is payable in full on September 16, 2022, or earlier upon the occurrence of certain specified events. Upon payment in full of the Loan, the lender is entitled to receive, in addition to the principal amount of the note and any accrued but unpaid interest, an amount sufficient to result in the lender receiving a 25% return on the original principal amount of the note.